10-Q

540

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission File Number: 001-39864

BETTER THERAPEUTICS, INC.


Delaware	85-3472546
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
548 Market St. #49404 San Francisco, CA	94101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (415) 887-2311

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

BTTX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 10, 2022, the registrant had 23,609,890 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	2

Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Stockholders' Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24

PART II.	OTHER INFORMATION	25

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BETTER THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(Unaudited)



	March 31,			December 31,
ASSETS	2022			2021
Current assets:
Cash and cash equivalents	$	31,673		$	40,566
Prepaid expenses		3,242			4,409
Other current assets		264			276
Total current assets		35,179			45,251

Capitalized software development costs, net		4,526			5,077
Property and equipment, net		98			82
Other long-term assets		488			548
Total Assets	$	40,291		$	50,958

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	735		$	1,523
Accrued payroll		862			1,352
Other accrued expenses		1,666			1,858
Current portion of long-term debt		304			—
Total current liabilities		3,567			4,733

Long-term debt, net of current portion and debt issuance costs		9,299			9,505
Total liabilities		12,866			14,238

Commitments and contingencies (Note 9)

Stockholders' equity:
Common stock, $0.0001 par value per share, 200,000,000 shares authorized as of March 31, 2022 and December 31, 2021 and 23,608,600 and 23,602,718 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		2			2
Additional paid-in capital		108,828			108,461
Accumulated deficit		(81,405	)		(71,743	)
Total Stockholders' Equity		27,425			36,720
Total Liabilities and Stockholders’ Equity	$	40,291		$	50,958

The accompanying notes are an integral part of these Financial Statements.

BETTER THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except unit / share and per unit / share data)

(Unaudited)


	Three Months Ended March 31,
	2022			2021
Operating expenses:
Research and development	$	3,673		$	1,378
Sales and marketing		2,044			43
General and administrative		3,628			1,566
Total operating expenses		9,345			2,987
Loss from operations		(9,345	)		(2,987	)
Interest expense, net		(317	)		(2	)
Change in fair value of SAFEs		—			(2,492	)
Loss before benefit from income taxes		(9,662	)		(5,481	)
Benefit from income taxes		—			(151	)
Net loss	$	(9,662	)	$	(5,330	)
Cumulative preferred dividends allocated to Series A Preferred Shareholders		—			(388	)
Net loss attributable to common shareholders, basic and diluted	$	(9,662	)	$	(5,718	)
Net Loss per share attributable to common shareholders, basic and diluted	$	(0.41	)	$	(0.54	)
Weighted-average shares used in computing net loss per share		23,413,213			10,684,920

The accompanying notes are an integral part of these Financial Statements.

BETTER THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

(Unaudited)


	Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Capital		Deficit			Equity
Balance as of December 31, 2021		23,602,718	$	2	$	108,461	$	(71,743	)	$	36,720
Net Loss		—		—		—		(9,662	)		(9,662	)
Exercise of common stock options		5,882		—		1		—			1
Share based compensation		—		—		366		—			366
Balance as of March 31, 2022		23,608,600	$	2		108,828	$	(81,405	)		27,425


	Common Stock					Additional Paid-in		Accumulated			Total Stockholders'
	Shares			Amount		Capital		Deficit			Equity
Balance as of December 31, 2020, as adjusted		11,146,510		$	1	$	24,649	$	(31,408	)	$	(6,758	)
Net Loss		—			—		—		(5,330	)		(5,330	)
Forfeiture of restricted stock		(444	)		—		—		—			—
Share based compensation		—			—		34		—			34
Balance as of March 31, 2021, as adjusted		11,146,066		$	1	$	24,683	$	(36,738	)	$	(12,054	)

The accompanying notes are an integral part of these Financial Statements.

BETTER THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Three months ended March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(9,662	)	$	(5,330	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		663			16
Change in fair value of SAFEs		—			2,492
Share based compensation expense		366			34
Deferred income taxes		—			(152	)
Loss on write-off of property and equipment		9			—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		1,239			(603	)
Accounts payable		(788	)		135
Accrued expenses and other liabilities

SEC Form 10-Q filed by Better Therapeutics Inc.